THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION
OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION
THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL
ADVICE IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR
OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER
IMPORTANT NOTICE TO THE
HOLDERS OF
USD 20,000,000 Floating Rate
Notes due 28 September 2025
(ISIN:
XS1886615308)
(the
"Notes")
issued pursuant to the
US$60,000,000,000 Euro Medium Term Note Programme (the
"Programme")
of Australia and New Zealand
Banking Group Limited (Australian Business Number 11 005 357 522)
(the "Issuer")
21 June 2024
NOTICE IS HEREBY GIVEN to the
holders of the Notes that the Final Terms applicable to the Notes
have been amended and restated (the "Amended and Restated Final Terms")
pursuant to the Deed of Amendment dated 21 June 2024 between the
Issuer, the holder of the Notes and the Agent to effect the
following amendments: (1) change the Reference Rate from USD LIBOR
to SOFR (Non-Index Determination) and such other consequential
changes as necessary to ensure the proper operation of such
Reference Rate; (2) change each website reference in Condition
13(a) (Notices) to the
Issuer's current website and (3) cure a manifest error in item 21
(Early Redemption Amount payable
on redemption for taxation reasons or on an Event of Default or
other early redemption) from "Not Applicable" to "USD
200,000 per Calculation Amount".
The Amended and Restated Final Terms
will take effect on the Interest Payment Date falling on 28 June
2024 and be effective in respect of each Interest Period from and
including that Interest Payment Date to but excluding the Maturity
Date.
To view the Amended and Restated
Final Terms, please paste the following URL into the address bar of
your browser:
http://www.rns-pdf.londonstockexchange.com/rns/4349T_1-2024-6-21.pdf
A copy of the Final Terms has been
submitted to the National Storage Mechanism and will shortly be
available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Any capitalised term used but not
otherwise defined herein shall have the meaning given to it in the
Conditions set forth in the Base Prospectus dated 17 May 2018, as
such Conditions have been supplemented by the Amended and Restated
Final Terms.
This notice is given to all holders
of the Notes in accordance with Condition 10(a) (Meeting of Noteholders, Modifications and
Waiver) and the Amended and Restated Agency Agreement dated
17 May 2018 between, among others, the Issuer and Deutsche Bank AG,
London Branch as fiscal agent, calculation agent and paying agent
("Agent").
Any queries in relation to the
matters set out in this notice should be directed to:
Head of Group Funding
Australia and New Zealand Banking
Group Limited
ANZ Centre Melbourne
Level 9, 833 Collins
Street
Docklands VIC 3008
Australia
Email: funding@anz.com
DISCLAIMER - INTENDED ADDRESSEES
Please note that the information
contained in the Base Prospectus and Amended and Restated Final
Terms may be addressed to and/or targeted at persons who are
residents of particular countries (specified in the Base Prospectus
and Amended and Restated Final Terms) only and is not intended for
use and should not be relied upon by any person outside these
countries and/or to whom the offer contained in the Base Prospectus
and Amended and Restated Final Terms is not addressed. Prior to
relying on the information contained in the Base Prospectus and
Amended and Restated Final Terms, you must ascertain from the Base
Prospectus and Amended and Restated Final Terms whether or not you
are part of the intended addressees of the information contained
therein.
Your right to access this service is
conditional upon complying with the above requirement.